Common use of Jurisdiction and Process; Waiver of Jury Trial Clause in Contracts

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agent, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each of the Issuer and the MLP irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the New York City, Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating solely to this Agreement or the Notes. To the fullest extent permitted by applicable law, each of the Company Issuer and the MLP irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each of the Issuer and the MLP agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.2(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each of the Issuer and the MLP consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding solely of the nature referred to in Section 23.8(a22.2(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 1918, to it. Each of the Process Agent, as its agent for Issuer and the purpose of accepting service of any process in the United States. The Company MLP agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.2 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company Issuer or the MLP in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each Non-U.S. Obligor consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process AgentIssuer, as its agent for the purpose of accepting service of any process in the United States. The Company Each Non-U.S. Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company Each Non-U.S. Obligor hereby irrevocably appoints the Process Agent Issuer to receive for it, and on its behalf, service of process in the United States. The Issuer hereby accepts such appointment and designation for the period from the date of the Closing to the date that is one calendar year after the latest maturity date of any Note as stated therein. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENTAGREEMENT (INCLUDING, WITHOUT LIMITATION, THE NOTES UNCONDITIONAL GUARANTEE), THE NOTES, ANY OTHER FINANCE DOCUMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the NotesMRP Xxxxxx. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note MRP Shares in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.and

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough courts of Manhattan, The City the Province of New York, Alberta over any suit, action or proceeding arising out of or relating to this Agreement or the NotesFinancing Agreements. To the fullest extent permitted by applicable lawLaws, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable lawLaws, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.9(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States Province of America or the State of New York Alberta (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agent, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 23.9 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (fd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agent, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (fc) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agent, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (fc) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each of the Parent and the Issuer irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company Issuer irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each of the Parent and the Issuer agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each of the Parent and the Issuer consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to said Section. Each of the Process Agent, as its agent for Parent and the purpose of accepting service of any process in the United States. The Company Issuer agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States U.S. Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent to receive for it, and on its behalf, service of process Notes or any other document executed in the United Statesconnection herewith or therewith. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive IN PERSONAM jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the IN PERSONAM jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.3 (a) brought in any such court shall be conclusive and binding upon it the Company subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets the Company is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.3 (a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in to the manner for delivery of notices Company at its address specified in Section 19, 18 or at such other address of which you shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itthe Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.3 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE COMPANY WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE OTHER AGREEMENTS, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (ba) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (cb) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) . THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each Obligor consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered registered, certified, priority or certified or priority express mail, postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process AgentCorporation Service Company, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company Each Obligor hereby irrevocably appoints the Process Agent Corporation Service Company to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENTThe parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITHthe Notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the New York City, Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating solely to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Guarantor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.2(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Issuer consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding solely of the nature referred to in Section 23.8(a12(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 1910, to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statesit. The Company Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 12 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company Issuer in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The To the extent Section 23.4(b) is not otherwise applicable, the Company agrees, consents to the fullest extent permitted process being served by applicable law, that a final judgment or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (fd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Credit Party, PIM and each Purchaser and holder of Notes irrevocably submits agrees that any legal action or proceeding with respect to this Agreement, the non-exclusive jurisdiction Notes, the other Transaction Documents or any of any New York State the agreements, documents or federal court sitting instruments delivered in connection herewith and therewith shall be brought in the Borough courts of Manhattanthe State of California, The City the State of New York, over or the United States of America for the Northern District of California or the Southern District of New York, and, by execution and delivery hereof, each of the Credit Parties accepts and consents to, for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts and agrees that such jurisdiction shall be exclusive, unless waived by the Required Holders in writing, with respect to any suit, action or proceeding arising out brought by any Credit Party against PIM or any holder of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each Credit Party, PIM and each holder of a Note irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, Each Credit Party consents to the fullest extent permitted process being served by applicable law, that a final judgment or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.9(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 19 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company Each Credit Party agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 23.8 22.9 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company any Credit Party in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agent, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.delivery (d) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders holder of any of the Notes such Note may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered registered, certified, priority or certified or priority express mail, postage prepaid, return receipt requestedor delivery confirmation requested to it at its address for notices specified in Section 19 or at such other address for which such holder shall then have been notified pursuant to Section 19, or or, if the Company is not a U.S. Entity, by delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agentits registered agent appointed pursuant to Section 10.2(b)(2)(iii), as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-non exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New YorkYork City, over any suit, action or proceeding arising out of or relating solely to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.2(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding solely of the nature referred to in Section 23.8(a22.2(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statesit. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.2 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Parent Guaranty, the Note Purchase Agreement or the Notes. To the fullest extent permitted by applicable law, the Company Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Guarantor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a11(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Guarantor consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a11(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 199, to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statesit. The Company Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 11 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each Obligor consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 19 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) The Parent Guarantor hereby irrevocably appoints C T Corporation System to receive for it, and on its behalf, service of process in the United States in connection with this Agreement and the Notes. Service of process on C T Corporation System in connection with the foregoing appointment must be made at the following address: C T Corporation System, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (telephone number: 000-000-0000). (e) Nothing in this Section 23.8 24.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each Obligor consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered registered, certified, priority or certified or priority express mail, postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process AgentCorporation Service Company, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company Each Obligor hereby irrevocably appoints the Process Agent Corporation Service Company to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Company, you and each subsequent holder of a Note (by accepting the same) each irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.3(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.3(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address in the United States of which the holders of the Notes shall then have been notified pursuant to the Process Agent, as its agent said Section for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.3 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for itTHE COMPANY, and on its behalf, service of process in the United States. YOU AND EACH SUBSEQUENT HOLDER OF A NOTE (fIF ANY) THE PARTIES HERETO HEREBY WAIVE EACH WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE OTHER AGREEMENTS, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the NotesGuaranty Agreement. To the fullest extent permitted by applicable law, the Company Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Guarantor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a15.6(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Guarantor consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a15.6(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 14 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United StatesSection 14. The Company Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 15.6 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES GUARANTY AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITHHEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each of the Obligors irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, each of the Company Obligors irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each of the Obligors agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each of the Obligors consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, to the Process AgentLineage Logistics, LLC, 00000 Xxxxxxxx Xxxxx, Xxxx, Xxxxxxxx, 00000, as its agent for the purpose of accepting service of any process in the United States, with a copy to Lineage Logistics, LLC Attn: Legal Department, 0 Xxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000. The Company Each of the Obligors agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company Obligors in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company Each Obligor hereby irrevocably appoints the Process Agent Lineage Logistics, LLC, 00000 Xxxxxxxx Xxxxx, Xxxx, Xxxxxxxx, 00000 to receive for it, and on its behalf, service of process in the United States., from the Closing Date through August 20, 2032. Lineage Logistics, LLC hereby accepts its irrevocable appointment as agent for service of process for each Obligor in accordance with the terms of this Agreement. Lineage Logistics, LLC Note Purchase Agreement (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) by mailing a copy thereof by registered or certified or priority mail, return receipt requested (or any substantially similar form of mail) postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 1918, to the Process AgentWaste Connections US, Inc., a Delaware corporation, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 24.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent to receive for itNotes or any other document executed in connection herewith or therewith. Waste Connections, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.Inc. Note Purchase Agreement

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent to receive for it, and on its behalf, service of process Notes or any other document executed in the United Statesconnection herewith or therewith. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New YorkYork City, over any suit, action or proceeding arising out of or relating solely to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.2(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding solely of the nature referred to in Section 23.8(a22.2(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statesit. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.2 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each of the Obligors irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, each of the Company Obligors irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each of the Obligors agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each of the Obligors consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, to the Process AgentLineage Logistics, LLC, 00000 Xxxxxxxx Xxxxx, Xxxx, Xxxxxxxx, 00000, as its agent for the purpose of accepting service of any process in the United States, with a copy to Lineage Logistics, LLC Attn: Legal Department, 0 Xxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000. The Company Each of the Obligors agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.. Lineage Logistics Note Purchase Agreement (d) Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company Obligors in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company Each Obligor hereby irrevocably appoints the Process Agent Lineage Logistics, LLC, 00000 Xxxxxxxx Xxxxx, Xxxx, Xxxxxxxx, 00000 to receive for it, and on its behalf, service of process in the United States, from the Closing Date through August 20, 2032. Lineage Logistics, LLC hereby accepts its irrevocable appointment as agent for service of process for each Obligor in accordance with the terms of this Agreement. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Obligors irrevocably submits submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating solely to this Agreement or the NotesFinancing Agreements. To the fullest extent permitted by applicable law, the Company Obligors irrevocably waives waive and agrees agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agreesObligors agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a24.2(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents Obligors consent to process being served by or on behalf of any holder of a Note in any suit, action or proceeding solely of the nature referred to in Section 23.8(a24.2(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process AgentCorporation Service Company, as its agent for the purpose of accepting service of any process in the United States. The Company agrees Obligors agree that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 24 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company Obligors in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18(3) or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent to receive for it, and on its behalf, service of process Notes or any other document executed in the United Statesconnection herewith or therewith. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it as specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. [Signature page follows.] If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, MEDALLION FINANCIAL CORP. By Name: Xxxxx X. Xxxx Title: Senior Vice President and Chief Financial Officer The foregoing is hereby agreed to as of the date hereof. [NAME OF PURCHASER] By Name: Title: SCHEDULE A SCHEDULE A DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each Obligor consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 19 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) The Parent Guarantor hereby irrevocably appoints CT Corporation System to receive for it, and on its behalf, service of process in the United States in connection with this Agreement and the Notes. Service of process on CT Corporation System in connection with the foregoing appointment must be made at the following address: CT Corporation System, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (telephone number: 000-000-0000). (e) Nothing in this Section 23.8 24.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.. MSC Industrial Direct Co., Inc. Note Purchase and Private Shelf Agreement (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. ​ (b) The Company ​ ​Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each Obligor consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 1918 or at such other address of which -42- Lincoln Electric Holdings, Inc. ‌ Note Purchase Agreement such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York Illinois State or federal court sitting in the Borough of ManhattanChicago, The City of New YorkIllinois, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 1918, to CT Corporation, with an office on the Process Agentdate hereof at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, as its agent for the purpose of accepting service of any process in within the United StatesState of Illinois. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. The Company shall pay all costs and expenses of CT Corporation in connection herewith. (dc) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. -- Modine Manufacturing Company Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Modine Manufacturing Company By /s/Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title:Executive Vice President, Finance and Chief Financial Officer -- Modine Manufacturing Company Note Purchase Agreement This Agreement is hereby irrevocably appoints accepted and agreed to as of the Process Agent date thereof. The Prudential Insurance Company of America By /s/Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President -- Modine Manufacturing Company Note Purchase Agreement This Agreement is hereby accepted and agreed to receive as of the date thereof. Gibraltar Life Insurance Co., Ltd. The Prudential Life Insurance Company, Ltd. By: Prudential Investment Management (Japan), Inc., as Investment Manager By: Prudential Investment Management, Inc., as Sub-Adviser By /s/Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President -- Modine Manufacturing Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Zurich American Insurance Company Security Benefit Life Insurance Company, Inc. Time Insurance Company American Memorial Life Insurance Company American Bankers Insurance Company of Florida, Inc. Union Security Insurance Company American Security Insurance Company By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By /s/Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President Modine Manufacturing Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Prudential Retirement Insurance and Annuity Company By: Prudential Investment Management, Inc., as investment manager By /s/Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President -- Modine Manufacturing Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Teachers Insurance and Annuity Association of America By /s/Xx Xxxxx Xxx Name: Xx Xxxxx Xxx Title: Director -- Modine Manufacturing Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Country Life Insurance Company By /s/Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director-Fixed Income -- Modine Manufacturing Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Standard Insurance Company By /s/Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Assistant Vice President Modine Manufacturing Company Note Purchase Agreement The Prudential Insurance Company of America c/o Prudential Capital Group Two Prudential Plaza 180 Xxxxx Xxxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000-0000 Xttention: Managing Director $5,500,000 Series A Payments All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for itcredit to: Account Name: The Prudential - Privest Portfolio Account No.: P86189 (please do not include spaces) JPMorgan Chase Bank New York, New York ABA No.: 000-000-000 Each such wire transfer shall set forth the name of the Company, a reference to “5.68% Senior Notes, Series A, due December 7, 2017, Security No. INV07211, PPN 607828 C* 9,” and on its behalfthe due date and application (as among principal, service interest and Make-Whole Amount) of process in the United Statespayment being made. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company and each holder of a Note irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notesany Note Document. To the fullest extent permitted by applicable law, the Company and each holder of a Note irrevocably waives waive and agrees agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agreesand each holder of a Note agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified mail, priority or certified express (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints the Process Agent waive trial by jury in any action brought on or with respect to receive for itthis Agreement, and on its behalf, service of process each other Note Document or any other document executed in the United Statesconnection herewith or therewith. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, STONE POINT CREDIT CORPORATION By: /s/ Gxxx Xxxxx Name: Gxxx Xxxxx Title: Chief Financial Officer and Treasurer AMERICAN GENERAL LIFE INSURANCE COMPANY THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK By: AIG Asset Management (U.S.), LLC, as Investment Adviser By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Managing Director By: Carlyle Global Credit Investment Management L.L.C., as attorney in fact By: /s/ Jxxxxx Xxxxxxxxx Name: Jxxxxx Xxxxxxxxx Title: Managing Director AMERICAN GENERAL LIFE INSURANCE COMPANY By: Carlyle Global Credit Investment Management L.L.C., as attorney in fact By: /s/ Jxxxxx Xxxxxxxxx Name: Jxxxxx Xxxxxxxxx Title: Managing Director By: /s/ Axx Xxxx Name: Axx Xxxx Title: Investment Officer By: AllianceBernstein, LP, its Investment Advisor By: /s/ Axx Xxxx Name: Axx Xxxx Title: Senior Vice President By: /s/ Mxxxxxx X. Xxxx Name: Mxxxxxx X. Xxxx Title: Head of Credit Research CXXXXXX PARK CAPITAL MANAGEMENT, LLC By: /s/ Mxxxxxx X. Xxxx Name: Mxxxxxx X. Xxxx Title: Head of Credit Research By: /s/ T. Hxxxxx Xxxxx Name: T. Hxxxxx Xxxxx Title: VP - Finance HARTFORD FIRE INSURANCE COMPANY NAVIGATORS INSURANCE COMPANY By: Hartford Investment Management Company, their investment manager By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Senior Vice President FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN CINCINNATI EQUITABLE LIFE INSURANCE COMPANY By: Hartford Investment Management Company, their investment manager By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Senior Vice President By: Apollo Insurance Solutions Group LP, its investment adviser By: Apollo Capital Management, L.P., its sub adviser By: Apollo Capital Management GP, LLC, its General Partner By /s/ Jxxxxx X. Xxxxx Name: Jxxxxx X. Xxxxx Title: Vice President ATHENE ANNUITY & LIFE ASSURANCE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: Apollo Capital Management, L.P., its sub adviser By: Apollo Capital Management GP, LLC, its General Partner By /s/ Jxxxxx X. Xxxxx Name: Jxxxxx X. Xxxxx Title: Vice President By: /s/ Cxxxxxxxxxx X. Xxxxxxxxxxxxx Name: Cxxxxxxxxxx X. Xxxxxxxxxxxxx Title: Portfolio Manager By: Aspida Life Re Ltd., its investment manager By: Ares Insurance Solutions LLC, its sub-advisor By: Ares Alternative Credit Management LLC, its sub-advisor By: /s/ Kxxxx Xxxxxxxxx Name: Kxxxx Xxxxxxxxx Title: Partner CAPITAL LIFE INSURANCE COMPANY By: Aspida Life Re Ltd., its investment manager By: Ares Insurance Solutions LLC, its sub-advisor By: Ares Alternative Credit Management LLC, its sub-advisor By: /s/ Kxxxx Xxxxxxxxx Name: Kxxxx Xxxxxxxxx Title: Partner By: /s/ Bxxxxx Xxxx Name: Bxxxxx Xxxx Title: Vice President By: /s/ Bxxxxx Xxxx Name: Bxxxxx Xxxx Title: Vice President By: /s/ Pxxx Xxxxxx Name: Pxxx Xxxxxx Title: Head of Portfolio Management National Life Group By: Nassau Asset Management LLC Its: Investment Manager By: /s/ Dxxxx X. Xxxxxxxxxx Name: Dxxxx X. Xxxxxxxxxx Title: Chief Investment Officer By: /s/ MXXXXXX XXXXXXX Name: MXXXXXX XXXXXXX Title: Vice President - Investments

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. A/75932249.10 (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agent, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (fc) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Each Constituent Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the each Constituent Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Each Constituent Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Each Constituent Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 19 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Each Constituent Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the a Constituent Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to receive for itthe Constituent Companies, whereupon this Agreement shall become a binding agreement between you and on its behalfthe Constituent Companies. Very truly yours, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENTSunstone Hotel Partnership, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.LLC By Its Sunstone Hotel Investors, Inc. By Its [Add Purchaser Signature Blocks]

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or Old Dominion Freight Line, Inc. Note Purchase Agreement proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, consents to the fullest extent permitted process being served by applicable law, that a final judgment or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (fd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.. Old Dominion Freight Line, Inc. Note Purchase Agreement The execution hereof by the Purchasers shall constitute a contract among the Company and the Purchasers for the uses and purposes hereinabove set forth. This Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. Very truly yours, OLD DOMINION FREIGHT LINE, INC. By /s/ J. Xxx Xxxx Name: J. Xxx Xxxx Title: Senior Vice President – Finance Old Dominion Freight Line, Inc. Note Purchase Agreement Accepted as of the date first written above. ALLSTATE LIFE INSURANCE COMPANY By /s/ Xxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Authorized Signatories ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK By /s/ Xxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Authorized Signatories Old Dominion Freight Line, Inc. Note Purchase Agreement Accepted as of the date first written above. NEW YORK LIFE INSURANCE COMPANY /s/ Xxxx X. Xxxxxxxx By: Xxxx X. Xxxxxxxx Title: Investment Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: New York Life Investment Management LLC, its Investment Manager /s/ Xxxx X. Xxxxxxxx By: Xxxx X. Xxxxxxxx Title: Vice President Xxx Xxxxxxxx Freight Line, Inc. Note Purchase Agreement Accepted as of the date first written above. PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., as investment manager By: /s/ Xxx X. Xxxxx Vice President SECURITY BENEFIT LIFE INSURANCE COMPANY, INC. By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxx X. Xxxxx Vice President UNITED OF OMAHA LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxx X. Xxxxx Vice President Xxx Xxxxxxxx Freight Line, Inc. Note Purchase Agreement Accepted as of the date first written above. METROPOLITAN LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Director Xxx Xxxxxxxx Freight Line, Inc. Note Purchase Agreement NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED ALLSTATE LIFE INSURANCE COMPANY A $10,000,000.00 0000 Xxxxxxx Xxxx, STE G5D Northbrook, Illinois 60062-7127 Attention: Private Placements Department Telephone Number: (000) 000-0000 Telecopy Number: (000) 000-0000 Payments All payments on or in respect of the Notes to be made by Fedwire transfer of immediately available funds, identifying the name of the Issuer, the Private Placement Number preceded by “DPP” and the payment as principal, interest or premium, in the exact format as follows: Bank: Citibank ABA #: 000000000 Acct. Name: Allstate Life Insurance Company Collection Account - PP Acct. #: 30547007 Reference: XXX # 000000 X# 0 - Xxx Xxxxxxxx Freight Line, Inc.,

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.. The Toro Company Note Purchase Agreement (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. The Toro Company hereby irrevocably appoints Note Purchase Agreement If you are in agreement with the Process Agent foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to receive for itthe Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, The Toro Company By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title:Treasurer and Senior Managing Director, Global Tax and Investor Relations By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice and President and Chief Financial Officer The Toro Company Note Purchase Agreement Accepted as of the date first written above. New York Life Insurance Company By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Vice President New York Life Insurance and Annuity Corporation By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Managing Director The Bank of New York Mellon, a banking corporation organized under the laws of New York, not in its individual capacity but solely as Trustee under that certain Trust Agreement dated as of July 1st, 2015 between New York Life Insurance Company, as Grantor, Xxxx Xxxxxxx Life Insurance Company (U.S.A.), as Beneficiary, Xxxx Xxxxxxx Life Insurance Company of New York, as Beneficiary, and on The Bank of New York Mellon, as Trustee By: New York Life Insurance Company, its behalfattorney-in-fact By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Managing Director The Toro Company Note Purchase Agreement Accepted as of the date first written above. Pruco Life Insurance Company By: PGIM, service Inc., as investment manager By: /s/ Xxxx Xxxxxxxx Vice President Farmers Insurance Exchange By: PGIM Private Placement Investors, L.P. (as Investment Advisor) By: PGIM Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxx Xxxxxxxx Vice President Mid Century Insurance Company By: PGIM Private Placement Investors, L.P. (as Investment Advisor) By: PGIM Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxx Xxxxxxxx Vice President The Prudential Insurance Company of process in America By: PGIM, Inc., as investment manager By: /s/ Xxxx Xxxxxxxx Vice President The Toro Company Note Purchase Agreement Accepted as of the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.date first written above. State Farm Life Insurance Company By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Investment Professional State Farm Life and Accident assurance Company By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Investment Professional

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Financing Agreements or the Notes2019 Series A Bonds. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) 20.8 brought in any such court shall be conclusive and binding upon it subject to rights of appealappeal or rehearing, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) . The Company hereby irrevocably appoints CT Corporation System, with offices as of the date of this Agreement at 000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent for service of process in relation to any action, suit or proceeding of the nature referred to in Section 20.8(a). The Company consents to process being served by or on behalf of any holder of a Note in 2019 Series A Bond with respect to any suitsuch any action, action suit or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in requested to CT Corporation System at the manner for delivery of notices specified in Section 19, to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statesaddress noted above. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. The Company further agrees that any failure of CT Corporation System to give notice to the Company of any such service shall not impair or affect the validity of such service of any judgment rendered in any such action, suit or proceeding. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (dc) Nothing in this Section 23.8 20.8 shall affect the right of any holder of a Note 2019 Series A Bond to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes 2019 Series A Bonds may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. Chugach Electric Association, Xxx.Xxxx Purchase Agreement (ed) The Company Parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent 2019 Series A Bonds or any other document executed in connection herewith or therewith.  -28- Chugach Electric Association, Xxx.Xxxx Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to receive for itthe Company, whereupon this Agreement shall become a binding agreement between you and on the Company.  Very truly yours,  Chugach Electric Association, Inc.   By /s/ Xxxxxx X. Xxxxxxx  Name: Xxxxxx X. Xxxxxxx  Its: Senior Vice President,  Finance and Administration  and Chief Financial Officer  Chugach Electric Association, Xxx.Xxxx Purchase Agreement Accepted as of the date first written above.  Teachers Insurance and Annuity Association of America, a New York domiciled life insurance company  By: Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its behalfinvestment manager    By /s/ Xxxxxxx Xxxxxx  Name: Xxxxxxx Xxxxxx  Its: Senior Director  -30-   Name and Address of Purchaser Principal Amount of Bonds to be Purchased TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA 000 Xxxxx Xxxxxx Xxx Xxxx, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.Xxx Xxxx 00000 $75,000,000 

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York Illinois State or federal court sitting in the Borough of ManhattanChicago, The City of New YorkIllinois, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 1918, to CT Corporation, with an office on the Process Agentdate hereof at 200 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, as its agent for the purpose of accepting service of any process in within the United StatesState of Illinois. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. The Company shall pay all costs and expenses of CT Corporation in connection herewith. (dc) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Modine Manufacturing Company By Name: Title: This Agreement is hereby irrevocably appoints accepted and agreed to as of the Process Agent date thereof. [Variation] By Name: Title: Name and Address of Purchaser Principal Amount of Notes to receive Be Purchased American Family Life Insurance Company 6000 Xxxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxx 00000-0000 Attention: Investment Division-Private Placements U.S. $6,000,000 Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Modine Manufacturing Co., 4.91% Senior Notes due 2015, PPN 607828 B@ 8, principal or interest”) to: US Bank, N.A. Trust Services 60 Xxxxxxxxxx Xxx., St. Pxxx, MN 55107-2292 ABA #000000000 Beneficial Account #180183083765 FFC to American Family Trust Account #000018012500 for itAFLIC-Traditional Portfolio Credit for CUSIP # 607828 B@ 8 Notices All notices and communications, including notices with respect to payments and written confirmation of each such payment as well as quarterly and annual financial statements, to be addressed as first provided above. Audit confirmations should be sent to “Attn: Treasury Department” at the same address. Name of Nominee in which Notes are to be issued: BAND & Co. Taxpayer I.D. Number: 30-0000000 Name and Address of Purchaser Principal Amount of Notes to Be Purchased American Family Life Insurance Company 6000 Xxxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxx 00000-0000 Attention: Investment Division-Private Placements U.S. $3,000,000 Payments All payments on its behalfor in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Modine Manufacturing Co., service 4.91% Senior Notes due 2015, PPN 607828 B@ 8, principal or interest”) to: US Bank, N.A. Trust Services 60 Xxxxxxxxxx Xxx., St. Pxxx, MN 55107-2292 ABA #000000000 Beneficial Account #180183083765 FFC to American Family Trust Account #000018012510 for AFLIC-Universal Life Portfolio Credit for CUSIP # 607828 B@ 8 Notices All notices and communications, including notices with respect to payments and written confirmation of process each such payment as well as quarterly and annual financial statements, to be addressed as first provided above. Audit confirmations should be sent to “Attn: Treasury Department” at the same address. Name of Nominee in which Notes are to be issued: BAND & Co. Taxpayer I.D. Number: 30-0000000 Name and Address of Purchaser Principal Amount of Notes to Be Purchased Country Life Insurance Company 1000 X Xxxxxxx Xxxxxx Bloomington, Illinois 61702 Attention: Investments Telephone: (000) 000-0000 Fax: (000) 000-0000 U.S. $6,000,000 Payments All payments on or in respect of the United StatesNotes to be by bank wire transfer of Federal or other immediately available funds to: Northern Trust Chgo/Trust ABA Number 000000000 Wire Account Number 5186041000 For Further Credit to: 26-02712 Account Name: Country Life Insurance Company Representing P & I on (list security) [BANK] Accompanying Information: Modine Manufacturing Co., 4.91% Senior Note, PPN 607828 B@ 8, due date and application (as among principal, premium and interest) of the payment being made. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company and each Subordinated Creditor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the NotesSubordination Agreement. To the fullest extent permitted by applicable lawLaw, the Company and each Subordinated Creditor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company and each Subordinated Creditor agrees, to the fullest extent permitted by applicable lawLaw, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a13(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company and each Subordinated Creditor consents to process being served by or on behalf of any holder of a Note Secured Party in any suit, action or proceeding of the nature referred to in Section 23.8(a13(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 1919 of the Note Purchase Agreement, to Xxxxxx, Xxxxxx & Xxxxxxxx LLP (in the Process Agentcase of the Company), as its the Company’s agent for the purpose of accepting service of any process in the United States. The Company and each Subordinated Creditor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable lawLaw, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 13 shall affect the right of any holder of a Note Secured Party to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Secured Parties may have to bring proceedings against the Company or any Subordinated Creditor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES SUBORDINATION AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITHHEREWITH. The foregoing certifications are made and delivered as of the date first written above. By: Name: Title: Senior Financial Officer [ ] 201[ ] Xxxxx Fargo Bank Northwest, N.A. 000 Xxxxx Xxxxxxx Xxxxxxxxx Drive Salt Lake City, UT 84416 Dear Sirs, You have requested our legal opinion as your special Bahamian counsel with respect to a first priority Bahamian registered mortgage dated [ ] 2013 (the “Mortgage”) granted by [Bossa Nova Spirit L.L.C.] / [Sertanejo Spirit L.L.C.], a company registered in accordance with the Republic of The Xxxxxxxx Islands (the “Owner”) in favour of Xxxxx Fargo Bank Northwest, N.A., not in its individual capacity but solely as Collateral Agent (the “Collateral Agent”) and a Deed of Covenants dated [ ] 2013 made between the Owner and the Collateral Agent (the “Deed of Covenants”) (the Deed of Covenants together with the Mortgage, the “Security Documents”) pursuant to a Guarantee and Security Agreement dated [ ] 2013 (the “Guarantee and Security Agreement”) among, inter alia, the Owner and the Collateral Agent as security for the obligations of Teekay Shuttle Tanker Finance L.L.C., a company formed under the laws of the Republic of The Xxxxxxxx Islands (the “Company”) under a Note Purchase Agreement dated [ ] 2013 (the “Note Purchase Agreement”) among the Company, each of the purchasers listed therein (the “Purchasers”), and the Collateral Agent.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. Tortoise MLP Fund, Inc. Note Purchase Agreement (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. Tortoise MLP Fund, Inc. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Tortoise MLP Fund, Inc. By Name: Its: Tortoise MLP Fund, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Metropolitan Life Insurance Company hereby irrevocably appoints MetLife Insurance Company of Connecticut by Metropolitan Life Insurance Company, its Investment Manager MetLife Reinsurance Company of South Carolina, Trust Account B by Metropolitan Life Insurance Company, its Investment Manager By: Name: Title: Symetra Life Insurance Company by White Mountains Advisors, LLC, as Investment Manager by MetLife Investment Management, LLC, Its Sub-Investment Manager By: Name: Title: Metropolitan Life Insurance Company First Closing H $ 20,000,000 0000 Xxxxxx xx xxx Xxxxxxxx Xxxxxx Xxxxxxx H $ 10,000,000 New York, New York 10036 First Closing I $ 2,500,000 First Closing J $ 20,000,000 All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: XX Xxxxxx Xxxxx Bank ABA Routing #: XXXXXX Account No: XXXXXX Account Name: Metropolitan Life Insurance Company Ref: Tortoise MLP Fund, Inc., FRN Due 4/17/2019 as to Series H, PPN 89148B C@8 or Tortoise MLP Fund, Inc., 2.77% Due 4/17/2018 as to Series I, PPN 89148B C#6 or Tortoise MLP Fund, Inc., 3.72% Due 4/17/2021 as to Series J, PPN 89148B D*9 with sufficient information to identify the Process Agent to receive for itsource and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and on its behalf, service of process in the United States. absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. All notices and communications: Metropolitan Life Insurance Company Investments, Private Placements P. O. Box 1902, 00 Xxxx Xxxxxx Morristown, New Jersey 07962-1902 Attention: Director Fax Number: (f000) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT000-0000 With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan Life Insurance Company P. O. Box 1902, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.00 Xxxx Xxxxxx Morristown, New Jersey 07962-1902 Attention: Chief Counsel - Securities Investments (PRIV) Email: xxx_xxxxxx_xxx@xxxxxxx.xxx Metropolitan Life Insurance Company Securities Investments, Law Department P.O. Box 1902 00 Xxxx Xxxxxx Morristown, New Jersey 07962-1902 Attention: Xxxxxx X. Xxxxxx, Esq. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: XXXXXX MetLife Reinsurance Company of South Carolina First Closing H $ 10,000,000 c/o Metropolitan Life Insurance Company Second Closing H $ 5,000,000 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Notes or the Notesany other Financing Agreement. To the fullest extent permitted by applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each Obligor consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process AgentCorporation Service Company, as its agent for the purpose of accepting service of any process in the United States. The Company Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder under this Section 24.8 shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 24.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company an Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.. UTi Worldwide Inc. Note Purchase Agreement (e) The Company Each Obligor hereby irrevocably appoints the Process Agent Corporation Service Company to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENTThe Parties hereto hereby waive trial by jury in any action brought on or with respect to this agreement, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITHthe notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.. If each Purchaser is in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between each such Purchaser and the Company. Very truly yours, THE CONNECTICUT WATER COMPANY By Name: Xxxxxxx X. Xxxxxxxxx Title: President This Agreement is hereby accepted and agreed to as of the date hereof. Very truly yours, BY: METLIFE INVESTMENT MANAGEMENT, LLC, ITS INVESTMENT MANAGER BY: METLIFE INVESTMENT MANAGEMENT, LLC, ITS INVESTMENT MANAGER BY: METLIFE INVESTMENT MANAGEMENT, LLC, ITS INVESTMENT MANAGER By Name: Title: Authorized Signatory This Agreement is hereby accepted and agreed to as of the date hereof. Very truly yours, By Name: Title: This Agreement is hereby accepted and agreed to as of the date hereof. Very truly yours, BY: NYL INVESTORS LLC, ITS INVESTMENT MANAGER BY: NYL INVESTORS LLC, ITS INVESTMENT MANAGER By Name: Title: Authorized Signatory This Agreement is hereby accepted and agreed to as of the date hereof. Very truly yours, BY: NORTHWESTERN MUTUAL INVESTMENT MANAGEMENT COMPANY, LLC, ITS INVESTMENT ADVISOR By Name: Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. Very truly yours, THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT By Name: Title: Authorized Representative This Agreement is hereby accepted and agreed to as of the date hereof. Very truly yours, By Name: Title: DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a18.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a18.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 17 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 18.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Aimco JO Intermediate Holdings, LLC, a Delaware limited liability company, as the Company By: Aimco REIT Sub, LLC, a Delaware limited liability company, its sole member By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Authorized Person This Agreement is hereby irrevocably appoints accepted and agreed to as of the Process date hereof. AIMCO Properties, L.P., a Delaware limited partnership, as a Purchaser By: AIMCO-GP, Inc., a Delaware corporation, its general partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Authorized Person AIMCO/Bethesda Holdings, Inc., a Delaware corporation, as a Purchaser By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Authorized Person AIMCO Properties, L.P., a Delaware limited partnership, as the Collateral Agent to receive for itBy: AIMCO-GP, and on Inc., a Delaware corporation, its behalfgeneral partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Authorized Person As used herein, service of process the following terms have the respective meanings set forth below or set forth in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (fd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, XXXXX XXXXXXXX MLP INVESTMENT COMPANY By Name: Xxxxx Xxxx Title: Chief Financial Officer Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK AMERICAN HOME ASSURANCE COMPANY UNITED GUARANTY MORTGAGE INSURANCE COMPANY OF NORTH CAROLINA By: AIG Asset Management (U.S.), LLC, as Investment Adviser By Name: Xxxxxx X. Xxxxxx Title: Managing Director Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By Name: Xxxxxxx Xxxxxxx Title: Managing Director BANNER LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By Name: Xxxxxxx Xxxxxxx Title: Managing Director MASSMUTUAL ASIA LIMITED By: Babson Capital Management LLC as Investment Adviser By Name: Xxxxxxx Xxxxxxx Title: Managing Director Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: Name: Xxxxxxx X. Xxxxx Title: Director Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By Name: Xxxxx X. Xxxxxxx Title: Managing Director Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By Name: Xxxxxx Xxxxx Its: Authorized Representative Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By Name: Xxxx X. Xxxxx Title: Counsel By Name: Xxxxxxxxxxx X. Xxxxxxxxx Title: Vice President and Associate General Counsel Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA By: Name: Xxxxx X. Xxxxxx Title: Assistant Treasurer Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. MINNESOTA LIFE INSURANCE COMPANY SBLI USA MUTUAL LIFE INSURANCE COMPANY, INC. UNITED INSURANCE COMPANY OF AMERICA COLORADO BANKERS LIFE INSURANCE COMPANY CATHOLIC LIFE INSURANCE By: Advantus Capital Management, Inc. By Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. CMFG LIFE INSURANCE COMPANY By: MEMBERS Capital Advisors, Inc. acting as Investment Advisor By Name: Xxxxx X. Xxxxxxxx Title: Managing Director, Investments Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a an ultimate final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES DB1/ 149232408.12 49 OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.. DB1/ 149232408.12 50 If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, By: Xxxxxxxx Xxxx Incorporated, its managing member Name: Xxxxxxx Xxxxxxxxxx Title: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. By: Barings LLC as Investment Adviser Name: Xxxxx Xxxxx Title: Managing Director By: Barings LLC as Investment Adviser Name: Xxxxx Xxxxx Title: Managing Director DB1/ 149232408.12 By: Corebridge Institutional Investments (U.S.), LLC, as Investment Adviser Name: Xxxxx XxXxxxx Title: Managing Director DB1/ 149232408.12 By: MetLife Investment Management, LLC, Its Investment Manager Name: Xxxxxxx Xxxxxxxx Title: Authorized Signatory By: MetLife Investment Management, LLC, Its Investment Manager Name: Xxxxxxx Xxxxxxxx Title: Authorized Signatory By: MetLife Investment Management, LLC, Its Investment Manager Name: Xxxxxxx Xxxxxxxx Title: Authorized Signatory By: MetLife Investment Management, LLC, Its Investment Manager Name: Xxxxxxx Xxxxxxxx Title: Authorized Signatory DB1/ 149232408.12 Name: Xxxxxx Xxxxxxx Title: Authorized Signatory DB1/ 149232408.12 By: Northwestern Mutual Investment Management Company, LLC, its investment adviser Name: Xxxxxxx X. Xxxxx Title: Managing Director DB1/ 149232408.12 By: Securian Asset Management, Inc. Name: Xxx Xxxxxxxx Title: Vice President DB1/ 149232408.12 By: 26North Partners, LP, its Investment Manager Name: Xxxx Xxxxxxx Title: Partner at 26North Partners, LP By: 26North Partners, LP, its Investment Manager Name: Xxxx Xxxxxxx Title: Partner at 26North Partners, LP By: 26North Partners, LP, its Investment Manager Name: Xxxx Xxxxxxx Title: Partner at 26North Partners, LP DB1/ 149232408.12

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it as specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.. Xxxx Xxxx Technologies Corporation Note Purchase Agreement (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (fd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.. Xxxx Xxxx Technologies Corporation Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, XXXX XXXX TECHNOLOGIES CORPORATION By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Assistant Treasurer XXXX XXXX TECHNOLOGIES LLC By: Xxxx Xxxx Corporation Its: Sole Member By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Assistant Treasurer JETWAY SYSTEMS ASIA, INC. By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President XXXX XXXX TECHNOLOGIES HOLDING AB By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Xxxx Xxxx Technologies Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., as investment manager By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President UNIVERSAL PRUDENTIAL ARIZONA REINSURANCE COMPANY By: Prudential Investment Management, Inc., as investment manager By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President Xxxx Xxxx Technologies Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. HARTFORD LIFE INSURANCE COMPANY HARTFORD FIRE INSURANCE COMPANY By: Hartford Investment Management Company Its: Agent and Attorney-in-Fact By /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Director Xxxx Xxxx Technologies Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. MUTUAL OF OMAHA INSURANCE COMPANY UNITED OF OMAHA LIFE INSURANCE COMPANY By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President Xxxx Xxxx Technologies Corporation Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. XXXXXXX FINANCIAL LIFE & ANNUITY INSURANCE CO. INVESTORS LIFE INSURANCE CO. OF NORTH AMERICA By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: VP - Investments DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each party hereto irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each party hereto irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each party hereto agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each party hereto consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 19 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company Each party hereto agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note party hereto to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes party hereto may have to bring proceedings against the Company any other party hereto in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Constituent Companies, whereupon this Agreement shall become a binding agreement between you and the Constituent Companies. Very truly yours, AMERICOLD REALTY OPERATING PARTNERSHIP, L.P. By /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Financial Officer AMERICOLD REALTY TRUST By /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Davidowtiz Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Senior Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Senior Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Senior Director XXX XXXX XX XXX XXXX MELLON, A BANKING CORPORATION ORGANIZED UNDER THE LAWS OF NEW YORK, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE UNDER THAT CERTAIN TRUST AGREEMENT DATED AS OF JULY 1ST, 2015 BETWEEN NEW YORK LIFE INSURANCE COMPANY, AS GRANTOR, XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.), AS BENEFICIARY, XXXX XXXXXXX LIFE INSURANCE COMPANY OF NEW YORK, AS BENEFICIARY, AND THE BANK OF NEW YORK MELLON, AS TRUSTEE By: New York Life Insurance Company, its attorney-in-fact By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Corporate Vice President MIDLAND NATIONAL LIFE INSURANCE COMPANY NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as Investment Manager By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Attorney-in-Fact WILCAC LIFE INSURANCE COMPANY WILTON REASSURANCE COMPANY XXXXXX XXXX LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Advisor By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Attorney-in-Fact GUARANTY INCOME LIFE INSURANCE COMPANY UNITED LIFE INSURANCE COMPANY COMMONWEALTH ANNUITY AND LIFE INSURANCE COMPANY PROTECTIVE LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as Manager By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Attorney-in-Fact TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a New York domiciled life insurance company By: Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment manager By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director ATHENE ANNUITY AND LIFE COMPANY By: Athene Asset Management LLC, its investment adviser By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President, Fixed Income ATHENE ANNUITY & LIFE ASSURANCE COMPANY By: Athene Asset Management LLC, its investment adviser By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President, Fixed Income ATHENE ANNUITY & LIFE ASSURANCE COMPANY OF NEW YORK By: Athene Asset Management LLC, its investment adviser By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President, Fixed Income VOYA INSURANCE AND ANNUITY COMPANY By: Athene Asset Management LLC, its investment adviser By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President, Fixed Income LIFE INSURANCE COMPANY OF THE SOUTHWEST By: Athene Asset Management LLC, its investment adviser By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President, Fixed Income AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY By: Athene Asset Management LLC, its investment adviser By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President, Fixed Income MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Athene Asset Management LLC, its investment adviser By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President, Fixed Income MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Barings LLC as Investment Adviser By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director MASSMUTUAL ASIA LIMITED By: Barings LLC as Investment Adviser By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director GENWORTH LIFE AND ANNUITY INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Investment Officer GENWORTH LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Investment Officer MINNESOTA LIFE INSURANCE COMPANY OPTUM BANK, INC. ALLIANCE UNITED INSURANCE COMPANY SECURIAN LIFE INSURANCE COMPANY RESERVE NATIONAL INSURANCE COMPANY AMERICAN REPUBLIC INSURANCE COMPANY CATHOLIC UNITED FINANCIAL UNITEDHEALTHCARE INSURANCE COMPANY DELTA DENTAL OF MINNESOTA NEW ERA LIFE INSURANCE COMPANY By: Securian Asset Management, Inc. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY EAGLE LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Authorized Signatory NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY By: /s/ Uday Menkurkar Name: Uday Menkurkar Title: Authorized Signatory UNITED OF OMAHA LIFE INSURANCE COMPANY By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Vice President ENSIGN PEAK ADVISORS, INC. By /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Head of Credit Research TRANSAMERICA PREMIER LIFE INSURANCE COMPANY By: AEGON USA Investment Management, LLC, its investment manager By /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President TRANSAMERICA LIFE INSURANCE COMPANY By: AEGON USA Investment Management, LLC, its investment manager By /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President TRANSAMERICA LIFE (BERMUDA) LTD By: AEGON USA Investment Management, LLC, its investment manager By /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President TLIC RIVERWOOD REINSURANCE INC By: AEGON USA Investment Management, LLC, its investment manager By /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Senior Director BERKSHIRE LIFE INSURANCE COMPANY OF AMERICA By /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Senior Director THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. By /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Senior Director GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY By /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Assistant Vice President, Investments XXXXXX XXXXXXX XX XXXXXXX By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Portfolio Manager, Private Placement By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Manager, Fixed Income XXXXXXX FINANCIAL LIFE & ANNUITY INSURANCE COMPANY By /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior VP & Chief Investment Officer AMERITAS LIFE INSURANCE CORP. AMERITAS LIFE INSURANCE CORP. OF NEW YORK By: Ameritas Investment Partners Inc., as Agent to receive for itBy: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President & Managing Director CMFG LIFE INSURANCE COMPANY By: MEMBERS Capital Advisors, and on its behalfInc acting as Investment Advisor By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Director, service of process Investments THE OHIO NATIONAL LIFE INSURANCE COMPANY /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President OHIO NATIONAL LIFE ASSURANCE CORPORATION /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Notes or the Notesany other Financing Agreement. To the fullest extent permitted by applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each Obligor consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process AgentCorporation Service Company, as its agent for the purpose of accepting service of any process in the United States. The Company Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder under this Section 24.8 shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 24.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company an Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company Each Obligor hereby irrevocably appoints the Process Agent Corporation Service Company to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-non exclusive jurisdiction of any New York State state or federal Federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, consents to the fullest extent permitted by applicable law, that a final judgment process being served in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 1918, to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statesit. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (fd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.. If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, POLARIS INDUSTRIES INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President — Finance and Chief Financial Officer The foregoing is agreed to as of the date thereof. METLIFE REINSURANCE COMPANY OF VERMONT by Metropolitan Life Insurance Company, its Investment Manager METLIFE INVESTORS USA INSURANCE COMPANY by Metropolitan Life Insurance Company, its Investment Manager MISSOURI REINSURANCE (BARBADOS), INC. by Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director The foregoing is agreed to as of the date thereof. ING LIFE INSURANCE AND ANNUITY COMPANY ING USA ANNUITY AND LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK By: ING Investment Management LLC, as Agent By: /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: Senior Vice President The foregoing is agreed to as of the date thereof. By: /s/ Xxxxxxx Xxxxxxx Vice President By: Prudential Investment Management (Japan), Inc., as Investment Manager By: Prudential Investment Management, Inc., as Sub-Adviser By: /s/ Xxxxxxx Xxxxxxx Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxxxx Xxxxxxx Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxxxx Xxxxxxx Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxxxxx Xxxxxxx Vice President The foregoing is agreed to as of the date thereof. By: Babson Capital Management LLC as Investment Adviser By: /s/ Xxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Managing Director The foregoing is agreed to as of the date thereof. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-non exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement Agreement, the notes issued hereunder or the Notesany other Loan Document. To the fullest extent permitted by applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a10.16(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each Obligor consents to process being served by or on behalf of any holder of a Note the Lender in any suit, action or proceeding of the nature referred to in Section 23.8(a10.16(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 1910.02, to the Process AgentCorporation Service Company, as its agent for the purpose of accepting service of any process in the United States. The Company Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder under this Section 10.16 shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 10.16 shall affect the right of any holder of a Note the Lender to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Lender may have to bring proceedings against the Company an Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company Each Obligor hereby irrevocably appoints the Process Agent Corporation Service Company to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OBLIGATIONS HEREUNDER OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITHHEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agreesand the REIT agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.. American Assets Trust, L.P. Note Purchase Agreement (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.. American Assets Trust, L.P. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, AMERICAN ASSETS TRUST, L.P. By: American Assets Trust, Inc., its General Partner By /s/ XXXXXX XXXX Name: Xxxxxx Xxxx Title: President and Chief Executive Officer By /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer AMERICAN ASSETS TRUST, INC. By /s/ XXXXXX XXXX Name: Xxxxxx Xxxx Title: President and Chief Executive Officer By /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer American Assets Trust, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By /s/ THE PRUDENTIAL INSURANCE COMPANY OF AMERICA PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By PGIM, Inc., as investment manager By /s/ PGIM, Inc. PRUCO LIFE INSURANCE COMPANY By /s/ PRUCO LIFE INSURANCE COMPANY American Assets Trust, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN GENERAL LIFE INSURANCE COMPANY THE VARIABLE ANNUITY LIFE INSURANCE COMPANY By: AIG Asset Management (U.S.), LLC, as Investment Adviser By /s/ AIG Asset Management (U.S.), LLC American Assets Trust, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. KNIGHTS OF COLUMBUS By: /s/ KNIGHTS OF COLUMBUS American Assets Trust, L.P. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. PACIFIC LIFE INSURANCE COMPANY By: /s/ PACIFIC LIFE INSURANCE COMPANY By /s/ PACIFIC LIFE INSURANCE COMPANY

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in Public Service Company of New Mexico Note Purchase Agreement any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.. Public Service Company of New Mexico Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, PUBLIC SERVICE COMPANY OF NEW MEXICO By /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Vice President and Treasurer This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, By: Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment manager By /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director Public Service Company of New Mexico Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. STATE FARM LIFE INSURANCE COMPANY By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional By /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional By /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional STATE FARM INSURANCE COMPANIES EMPLOYEE RETIREMENT TRUST By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional By /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional Public Service Company of New Mexico Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Senior Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By: NYL Investors LLC, its Investment Manager By /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Senior Director Public Service Company of New Mexico Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Senior Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Senior Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30D) By: NYL Investors LLC, its Investment Manager By /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Senior Director As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.. MSC Industrial Direct Co., Inc. Note Purchase and Private Shelf Agreement

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been Ameren Transmission Company of Illinois Note Purchase Agreement notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith Ameren Transmission Company of Illinois Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Ameren Transmission Company of Illinois By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Treasurer Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby irrevocably appoints accepted and agreed to as of the Process Agent date hereof. The Northwestern Mutual Life Insurance Company By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to receive for itas of the date hereof. Legal and General Assurance Society Limited By: Legal & General Investment Management America, Inc., its Investment Manager By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Head of Private Credit Investment, North America Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and on its behalfagreed to as of the date hereof. State Farm Life Insurance Company By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Investment Executive By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional State Farm Life and Accident Assurance Company By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Investment Executive By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional State Farm Insurance Companies Employee Retirement Trust By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signer By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Authorized Signer Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Nationwide Life Insurance Company By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Nationwide Life and Annuity Insurance Company By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Metlife Reinsurance Company of Xxxxxxxx, service Ltd. By: MetLife Investment Management, LLC, Its Investment Manager By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory MetLife Insurance K.K. By: MetLife Investment Management, LLC, Its Investment Manager By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory Ameren Transmission Company of process in Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the United Statesdate hereof. American General Life Insurance Company By: Corebridge Institutional Investments (U.S.), LLC, as Investment Adviser By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Xxxx Xxxxxxx Life Insurance Company (U.S.A.) By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Assistant Vice President Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Manulife (Singapore) Pte. Ltd. By: /s/ Xxxxx Xx Name: Xxxxx Xx Title: Director, Manulife General Account Investments (Singapore) Pte. , Ltd. as investment manager of Manulife (fSingapore) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENTPte. Ltd. Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Manulife (International) Limited By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Head of Fixed Income Portfolio Management & Trading, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.Asia, General Account Investments Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. American Memorial Life Insurance Company By: MEMBERS Capital Advisors, Inc., (d/b/a TruStage Investment Management) acting as Investment Advisor By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Associate Director, Investments Ameren Transmission Company of Illinois Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. Country Life Insurance Company By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Director – Fixed Income Country Mutual Insurance Company By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Director – Fixed Income

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the NotesBonds. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Bonds in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note Bond to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Bonds may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES BONDS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, SOUTHERN INDIANA GAS AND ELECTRIC COMPANY By /s/ Xxxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxxx X. Xxxxxxx Title: Vice President and Treasurer This Agreement is hereby accepted and agreed to as of the date hereof. STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional By /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Investment Professional STATE FARM FIRE AND CASUALTY COMPANY By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional By /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Investment Professional STATE FARM INSURANCE COMPANIES EMPLOYEE RETIREMENT TRUST By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Investment Professional By /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Investment Professional This Agreement is hereby accepted and agreed to as of the date hereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. COBANK, ACB By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Assistant Corporate Secretary This Agreement is hereby accepted and agreed to as of the date hereof. TRANSAMERICA LIFE INSURANCE COMPANY BY: AEGON USA Investment Management, LLC, its investment manager By /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. NATIONWIDE MUTUAL INSURANCE COMPANY NATIONWIDE LIFE INSURANCE COMPANY By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Authorized Signatory This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY MUTUAL INSURANCE COMPANY, S.I. By /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Director Private Markets This Agreement is hereby accepted and agreed to as of the date hereof. CONTINENTAL CASUALTY COMPANY By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK STATE INSURANCE FUND BY: ALLIANCE XXXXXXXXX XX, its Investment Advisor By /s/ Xxx Xxxx Name: Xxx Xxxx Title: Senior Vice President This Agreement is hereby accepted and agreed to as of the date hereof. UNITED FARM FAMILY LIFE INSURANCE COMPANY By /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Portfolio Manager UNITED FARM FAMILY MUTUAL INSURANCE COMPANY By /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Portfolio Manager SCHEDULE A

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each Obligor consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company Each Obligor agrees that such Lincoln Electric Holdings, Inc. Note Purchase Agreement service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company Obligors in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each party hereto irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each party hereto irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each party hereto agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each party hereto consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 19 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company Each party hereto agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note party hereto to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes party hereto may have to bring proceedings against the Company any other party hereto in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Constituent Companies, whereupon this Agreement shall become a binding agreement between you and the Constituent Companies. Very truly yours, AMERICOLD REALTY OPERATING PARTNERSHIP, L.P. By /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Financial Officer AMERICOLD REALTY TRUST By /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a New York domiciled life insurance company By: Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment manager By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Director ATHENE ANNUITY AND LIFE COMPANY By: Athene Asset Management LLC, its investment adviser By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President, Fixed Income THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: Athene Asset Management LLC, its investment adviser By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President, Fixed Income ATHENE ANNUITY & LIFE ASSURANCE COMPANY OF NEW YORK By: Athene Asset Management LLC, its investment adviser By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President, Fixed Income ATHENE ANNUITY & LIFE ASSURANCE COMPANY By: Athene Asset Management LLC, its investment adviser By: /s/ Xxxxx X. Xxxx Name Xxxxx X. Xxxx Title: Senior Vice President, Fixed Income ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA By: Allianz Global Investors U.S. LLC As the authorized signatory and investment manager By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Managing Director HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY HARTFORD FIRE INSURANCE COMPANY By: Hartford Investment Management Company, their investment manager By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President XXXXXXX RESOLUTION LIFE INSURANCE COMPANY By: Hartford Investment Management Company, its investment manager By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Xxxx Xxxx Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Xxxx Xxxx Vice President NATIONWIDE LIFE INSURANCE COMPANY NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Authorized Signatory TRANSAMERICA PREMIER LIFE INSURANCE COMPANY By: AEGON USA Investment Management, LLC, its investment manager /s/ Xxxx Xxxxxxxxx By: Xxxx Xxxxxxxxx Title: Vice President TRANSAMERICA LIFE INSURANCE COMPANY By: AEGON USA Investment Management,LLC, its investment manager /s/ Xxxx Xxxxxxxxx By: Xxxx Xxxxxxxxx Title: Vice President MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Barings LLC as Investment Adviser /s/ Xxxxxx X. Xxxxx By: Xxxxxx X. Xxxxx Title: Managing Director YF LIFE INSURANCE INTERNATIONAL LIMITED By: Barings LLC as Investment Adviser /s/ Xxxxxx X. Xxxxx By: Xxxxxx X. Xxxxx Title: Managing Director BANNER LIFE INSURANCE COMPANY By: Barings LLC as Investment Adviser /s/ Xxxxxx X. Xxxxx By: Xxxxxx X. Xxxxx Title: Managing Director THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: Macquarie Investment Management Advisers, a series of Macquarie Investment Management Business Trust, Attorney in Fact By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Vice President By: Macquarie Investment Management Advisers, a series of Macquarie Investment Management Business Trust, as investment adviser By: /s/ Xxxxx XxXxxxxxx Name: Xxxxx XxXxxxxxx Title: Senior Vice President ENSIGN PEAK ADVISORS, INC. By /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Head of Credit Research INTEGRITY LIFE INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Sr. Vice President & General Counsel By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Sr. Vice President & Co-Chief Investment Officer RGA REINSURANCE COMPANY RGA REINSURANCE COMPANY BARBADOS LTD By /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: EVP & Chief Investment Officer SECURIAN LIFE INSURANCE COMPANY ALLIANCE UNITED INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY By: Securian Asset Management, Inc By /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Senior Vice President CMFG LIFE INSURANCE COMPANY By: MEMBERS Capital Advisors, Inc. acting as Investment Advisor By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Managing Director, Investments XXXXXXX FINANCIAL LIFE & ANNUITY INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxxx Title: President XXXXXX XXXXXXX XX XXXXXXX By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Portfolio Manager, Private Placements MODERN WOODMEN OF AMERICA By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Manager, Fixed income THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. BERKSHIRE LIFE INSURANCE COMPANY OF AMERICA THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Managing Director UNITED OF OMAHA LIFE INSURANCE COMPANY By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Vice President VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY UNITED TECHNOLOGIES CORPORATION EMPLOYEE SAVINGS PLAN MASTER TRUST By: Voya Investment Management Co. LLC, as Agent to receive for itBy: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Vice President AMERITAS LIFE INSURANCE CORP. AMERITAS LIFE INSURANCE CORP. OF NEW YORK By: Ameritas Investment Partners Inc., and on its behalfas Agent By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President & Managing Director GENWORTH LIFE AND ANNUITY INSURANCE COMPANY By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Investment Officer AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Authorized Signatory GREAT-WEST LIFE &ANNUITY INSURANCE COMPANY By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Assistant Vice President, service of process Investments DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the NotesSeries 2023A Bonds. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Series 2023A Bonds in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note Series 2023A Bond to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Series 2023A Bonds may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent to receive for it, and on its behalf, service of process Series 2023A Bonds or any other document executed in the United Statesconnection herewith or therewith. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.. MSC Industrial Direct Co., Inc. Note Purchase Agreement (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent to receive for it, and on its behalf, service of process Notes or any other document executed in the United Statesconnection herewith or therewith. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company and each of the Purchasers (collectively, the “Parties”) each irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company Parties irrevocably waives waive and agrees agree not to assert, by way of motion, as a defense or otherwise, any claim that it is they are not subject to the jurisdiction of any such court, any objection that it they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agreesParties agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents Parties consent to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to them at their address specified in Section 19, 18 or at such other address of which the Parties shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees Parties agree that such service upon receipt (i) shall be deemed in every respect effective service of process upon it them in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to itthem. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note Party to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Parties may have to bring proceedings against the Company each other in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Northwest Natural Holding Company hereby irrevocably appoints the Process Agent to receive for itBy: /s/ Xxxxx X. Xxxxxx Vice President, Chief Financial Officer, Treasurer, and on Chief Accounting Officer This Agreement is hereby accepted and agreed to as of the date hereof. The Northwestern Mutual Life Insurance Company By: Northwestern Mutual Investment Management Company, LLC, its behalfinvestment adviser By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. Homesteaders Life Company By: MetLife Investment Management, service LLC, Its Investment Manager By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory Brighthouse Life Insurance Company By: MetLife Investment Management, LLC, Its Investment Manager By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory MetLife Insurance K.K. By: MetLife Investment Management, LLC, Its Investment Manager By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory This Agreement is hereby accepted and agreed to as of process the date hereof. Metropolitan Life Insurance Company By: MetLife Investment Management, LLC, Its Investment Manager By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory Employers Mutual Casualty Company By: MetLife Investment Management, LLC, Its Investment Manager By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory Horizon Blue Cross Blue Shield of New Jersey By: MetLife Investment Management, LLC, Its Investment Manager By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory This Agreement is hereby accepted and agreed to as of the date hereof. EMC National Life Company By: MetLife Investment Management, LLC, Its Investment Manager By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory This Agreement is hereby accepted and agreed to as of the date hereof. American Family Mutual Insurance Company, S.I. By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Director Private Markets As used herein, the following terms have the respective meanings set forth below or set forth in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Each Constituent Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the each Constituent Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The . Each Constituent Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The . Each Constituent Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 19 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Each Constituent Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) . Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the a Constituent Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) . The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent Notes or any other document executed in connection herewith or therewith. ​ ​ If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to receive for itthe Constituent Companies, whereupon this Agreement shall become a binding agreement between you and on its behalfthe Constituent Companies. ​ ​ ​ ​ Very truly yours, service ​ ​ ​ ​ ​ Sunstone Hotel Partnership, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ By: ​ ​ ​ ​ Its ​ ​ ​ ​ ​ ​ Sunstone Hotel Partnership, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ By: ​ ​ ​ ​ Its ​ ​ ​ ​ ​ This Agreement is hereby accepted and agreed to as of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.date hereof. [Add Purchaser Signature Blocks] ​

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.. Federated Hermes, Inc. Note Purchase Agreement (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. Federated Hermes, Inc. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Federated Hermes, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President Federated Hermes, Inc. Note Purchase Agreement The foregoing is hereby agreed to as of the date thereof. American General Life Insurance Company The Variable Annuity Life Insurance Company By: AIG Asset Management (U.S.), LLC, as Investment Adviser By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Vice President Federated Hermes, Inc. Note Purchase Agreement The foregoing is hereby irrevocably appoints agreed to as of the Process date thereof. Allianz Life Insurance Company of North America By: Allianz Global Investors U.S. LLC As the authorized signatory and investment manager By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Managing Director Federated Hermes, Inc. Note Purchase Agreement The foregoing is hereby agreed to as of the date thereof. Ameritas Life Insurance Corp. Ameritas Life Insurance Corp. of New York By: Ameritas Investment Partners Inc., as Agent By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President & Managing Director Federated Hermes, Inc. Note Purchase Agreement The foregoing is hereby agreed to receive for itas of the date thereof. CUMIS Insurance Society, Inc. By: MEMBERS Capital Advisors, Inc. acting as Investment Advisor By: /s/ Xxxx X. Xxx Xxxxxxx Name: Xxxx X. Xxx Xxxxxxx Title: Managing Director, Investments Federated Hermes, Inc. Note Purchase Agreement The foregoing is hereby agreed to as of the date thereof. CMFG Life Insurance Company By: MEMBERS Capital Advisors, Inc. acting as Investment Advisor By: /s/ Xxxx X. Xxx Xxxxxxx Name: Xxxx X. Xxx Xxxxxxx Title: Managing Director, Investments Federated Hermes, Inc. Note Purchase Agreement The foregoing is hereby agreed to as of the date thereof. Nationwide Insurance Company Nationwide Life and on Annuity Insurance Company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Authorized Signatory Federated Hermes, Inc. Note Purchase Agreement The foregoing is hereby agreed to as of the date thereof. The Bank Of New York Mellon, A Banking Corporation Organized Under The Laws Of New York, Not In Its Individual Capacity But Solely As Trustee Under That Certain Trust Agreement Dated As Of July 1st, 2015 Between New York Life Insurance Company, As Grantor, Xxxx Xxxxxxx Life Insurance Company (U.S.A.), As Beneficiary, Xxxx Xxxxxxx Life Insurance Company Of New York, As Beneficiary, And The Bank Of New York Mellon, As Trustee By: New York Life Insurance Company, its behalfattorney-in-fact By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Corporate Vice President Federated Hermes, service Inc. Note Purchase Agreement The foregoing is hereby agreed to as of process the date thereof. New York Life Insurance And Annuity Corporation Institutionally Owned Life Insurance Separate Account (Boli 30c) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director Federated Hermes, Inc. Note Purchase Agreement The foregoing is hereby agreed to as of the date thereof. New York Life Insurance And Annuity Corporation By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director Federated Hermes, Inc. Note Purchase Agreement The foregoing is hereby agreed to as of the date thereof. New York Life Insurance Company By: NYL Investors LLC, its Investment Manager By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Corporate Vice President Federated Hermes, Inc. Note Purchase Agreement The foregoing is hereby agreed to as of the date thereof. The Northwestern Mutual Life Insurance Company For Its Group Annuity Separate Account By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director Federated Hermes, Inc. Note Purchase Agreement The foregoing is hereby agreed to as of the date thereof. The Northwestern Mutual Life Insurance Company By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director Federated Hermes, Inc. Note Purchase Agreement The foregoing is hereby agreed to as of the date thereof. American United Life Insurance Company By: /s/ Xxxxx Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: Vice President Federated Hermes, Inc. Note Purchase Agreement The foregoing is hereby agreed to as of the date thereof. The State Life Insurance Company By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: Vice President Federated Hermes, Inc. Note Purchase Agreement The foregoing is hereby agreed to as of the date thereof. Southern Farm Bureau Life Insurance Company By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Portfolio Manager As used herein, the following terms have the respective meanings set forth below or set forth in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to receive for itthe Company, whereupon this Agreement shall become a binding agreement between you and on the Company. Very truly yours, By: Invitation Homes OP GP LLC, as general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President, Corporate Strategy and Finance This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx, CFA Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its behalfInvestment Manager By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx, service CFA Title: Senior Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx, CFA Title: Senior Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30E) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx, CFA Title: Senior Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: NYL Investors LLC, its Investment Manager By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx, CFA Title: Senior Director NEW YORK LIFE GROUP INSURANCE COMPANY OF NY By: NYL Investors LLC, its Investment Manager By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx, CFA Title: Senior Director THE BANK OF NEW YORK MELLON, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE UNDER THAT CERTAIN TRUST AGREEMENT DATED AS OF DECEMBER 30, 2020, BY AND AMONG LIFE INSURANCE COMPANY OF NORTH AMERICA, AS GRANTOR, CONNECTICUT GENERAL LIFE INSURANCE COMPANY, AS BENEFICIARY, AND THE BANK OF NEW YORK MELLON, AS TRUSTEE By: NYL Investors LLC, its Investment Manager By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx, CFA Title: Senior Director THE BANK OF NEW YORK MELLON, A BANKING CORPORATION ORGANIZED UNDER THE LAWS OF NEW YORK, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE UNDER THAT CERTAIN TRUST AGREEMENT DATED AS OF JULY 1ST, 2015, BETWEEN NEW YORK LIFE INSURANCE COMPANY, AS GRANTOR, XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.), AS BENEFICIARY, XXXX XXXXXXX LIFE INSURANCE COMPANY OF NEW YORK, AS BENEFICIARY, AND THE BANK OF NEW YORK MELLON, AS TRUSTEEBy: New York Life Insurance Company, its attorney-in-fact By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx, CFA Title: Corporate Vice President COMPSOURCE MUTUAL INSURANCE COMPANY By: NYL Investors LLC, its Investment Manager By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx, CFA Title: Senior Director This Agreement is hereby accepted and agreed to as of process the date hereof. MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Barings LLC, as Investment Manager By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a New York domiciled life insurance company By: Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By: /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Managing Director THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA. By: /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Managing Director As used herein, the following terms have the respective meanings set forth below or set forth in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agent, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.34 (d) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders holder of any of the Notes such Note may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a21.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is are or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a21.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding proceeding, and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 21.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the NotesBonds. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.6(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Bonds in any suit, action or proceeding of the nature referred to in Section 23.8(a22.6(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.6 shall affect the right of any holder of a Note Bond to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Bonds may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES BONDS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, NORTHERN STATES POWER COMPANY (A WISCONSIN CORPORATION) By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President, Treasurer This Agreement is hereby accepted and agreed to as of the date hereof. METLIFE INSURANCE COMPANY OF KOREA LIMITED By: MetLife Investment Management, LLC, Its Investment Manager METLIFE INSURANCE K.K. By: MetLife Investment Management, LLC, Its Investment Manager By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Corporate Vice President This Agreement is hereby accepted and agreed to as of the date hereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY for its Group Annuity Separate Account By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Its Authorized Representative This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. By /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director, Private Placements By /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice-President, General Funds and Fixed Income This Agreement is hereby accepted and agreed to as of the date hereof. KNIGHTS OF COLUMBUS By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Supreme Secretary DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Public Service Company of New Mexico By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer This Agreement is hereby irrevocably appoints accepted and agreed to as of the Process date hereof. PRU US PP CREDIT BM FUND By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Ty Bowman______________________ Vice President PRUDENTIAL TERM REINSURANCE COMPANY By: PGIM, Inc., as investment manager By: /s/ Ty Bowman______________________ Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Ty Bowman______________________ Vice President 42197591 This Agreement is hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By:/s/ Xxxxxxx X. Hochmuth________________ Name: Xxxxxxx X. Xxxxxxxx Title: Senior Managing Director 42197591 This Agreement is hereby accepted and agreed to as of the date hereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By Northwestern Mutual Investment Management Company, LLC, its investment adviser By /s/ Xxxxx X. Barras________ Name: Xxxxx A Barras_____ Managing Director THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY for its Group Annuity Separate Account By /s/ Xxxxx X. Barras_________ Name: Xxxxx X. Barras______ Its Authorized Representative 42197591 This Agreement is hereby accepted and agreed to as of the date hereof. COBANK, ACB By: /s/ Xxxxx Cholas____________________ Name: Xxxxx Xxxxxx Title: Assistant Corporate Secretary 42197591 This Agreement is hereby accepted and agreed to as of the date hereof. PACIFIC LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. Levene__________ Name: Xxxxxxx X. Xxxxxx Title: Assistant Vice President 42197591 This Agreement is hereby accepted and agreed to as of the date hereof. TRANSAMERICA LIFE INSURANCE COMPANY By: AEGON USA Investment Management, LLC, its investment manager By:/s/ Xxxxxxxxx X. Howard_____________ Name: Xxxxxxxxx X. Xxxxxx Title: Vice President TRANSAMERICA LIFE (BERMUDA) LTD By: AEGON USA Investment Management, LLC, its investment manager By:/s/ Xxxxxxxxx X. Howard_____________ Name: Xxxxxxxxx X. Xxxxxx Title: Vice President IRONWOOD RE CORP By: AEGON USA Investment Management, LLC, its investment manager By:/s/ Xxxxxxxxx X. Howard_____________ Name: Xxxxxxxxx X. Xxxxxx Title: Vice President 42197591 This Agreement is hereby accepted and agreed to as of the date hereof. STATE FARM LIFE INSURANCE COMPANY By /s/ Xxxxx Hoyer____________________ Name: Xxxxx Xxxxx Title: Investment Executive By /s/ Xxxxxxx X. Holt_________________ Name: Xxxxxxx X. Xxxx Title: Investment Professional STATE FARM LIFE INSURANCE COMPANIES EMPLOYEE RETIREMENT TRUST By /s/ Xxxxx Hoyer_____________________ Name: Xxxxx Xxxxx Title: Investment Executive By /s/ Xxxxxxx X. Holt_________________ Name: Xxxxxxx X. Xxxx Title: Investment Professional 42197591 This Agreement is hereby accepted and agreed to as of the date hereof. THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By: /s/ Xxxx X. Kunkle________________ Name: Xxxx X. Xxxxxx Title: Managing Director THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. By: /s/ Xxxx X. Kunkle________________ Name: Xxxx X. Xxxxxx Title: Managing Director 42197591 This Agreement is hereby accepted and agreed to as of the date hereof. MANULIFE (INTERNATIONAL) LIMITED By: /s/ Xxxxx Shum__________________ Name: Xxxxx Xxxx Title: Managing Director, Portfolio Management, Asia, General Account Investments 42197591 This Agreement is hereby accepted and agreed to as of the date hereof. MANUFACTURERS LIFE REINSURANCE LIMITED By: /s/ Tatsuya Oshiro___________________ Name: Xxxxxxx Xxxxxx Title: Co-Head of Investments, Manulife General Account Investments (Singapore) Pte. Ltd. as investment manager of Manufacturers Life Reinsurance Limited 42197591 This Agreement is hereby accepted and agreed to as of the date hereof. THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: Macquarie Investment Management Advisers, a series of Macquarie Investment Management Business Trust, Attorney in Fact By: /s/ Xxxxx LaTorraca__________________ Name: Xxxxx XxXxxxxxx Title: Managing Director 42197591 This Agreement is hereby accepted and agreed to as of the date hereof. THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By: /s/ Xxxxx X. Weisenburger_____________ Name: Xxxxx X. Xxxxxxxxxxxx Title: VP, Fixed Income Securities 42197591 This Agreement is hereby accepted and agreed to receive for itas of the date hereof. MODERN WOODMEN OF AMERICA By: /s/ Xxxxx X. Birkland_________________ Name: Xxxxx X. Xxxxxxxx Title: Portfolio Manager, Private Placements MODERN WOODMEN OF AMERICA By: /s/ Xxxxx X. Van_____________________ Name: Xxxxx X. Van Title: Chief Investment Officer & Treasurer 42197591 This Agreement is hereby accepted and on its behalfagreed to as of the date hereof. FARM BUREAU LIFE INSURANCE COMPANY By: /s/ Xxxxxx X. Riva__________________ Name: Xxxxxx X. Xxxx Title: Securities Vice President FARM BUREAU PROPERTY & CASUALTY INSURANCE COMPANY By: /s/ Xxxxxx X. Riva__________________ Name: Xxxxxx X. Xxxx Title: Securities Vice President 42197591 This Agreement is hereby accepted and agreed to as of the date hereof. STANDARD INSURANCE COMPANY By: /s/ Xxxxx Beaulieu___________________ Name: Xxxxx Xxxxxxxx Title: VP, service Individual Annuities & Investments 42197591 This Agreement is hereby accepted and agreed to as of process the date hereof. UNITED FARM FAMILY MUTUAL INSURANCE COMPANY By: /s/ Xxxxxxx Lucado__________________ Name: Xxxxxxx Xxxxxx Title: Portfolio Manager UNITED FARM FAMILY LIFE INSURANCE COMPANY By: /s/ Xxxxxxx Lucado__________________ Name: Xxxxxxx Xxxxxx Title: Portfolio Manager 42197591 This Agreement is hereby accepted and agreed to as of the date hereof. SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY By: /s/ Xxxxx Divine_____________________ Name: Xxxxx Xxxxxx Title: Director – Securities Management 42197591 As used herein, the following terms have the respective meanings set forth below or set forth in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.. The York Water Company Note Purchase Agreement (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. The York Water Company Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, The York Water Company By /s/ Xxxxxx X. Hand Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer The York Water Company Note Purchase Agreement This Agreement is hereby irrevocably appoints accepted and agreed to as of the Process Agent date hereof. United of Omaha Life Insurance Company By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Head of Private Placements Mutual of Omaha Insurance Company By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Head of Private Placements The York Water Company Note Purchase Agreement This Agreement is hereby accepted and agreed to receive for it, and on its behalf, service as of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.date hereof. Southern Farm Bureau Life Insurance Company By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Portfolio Manager

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Parent irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Accession Agreement, the Note Purchase Agreement or the Notes. To the fullest extent permitted by applicable law, the Company Parent irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Parent agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a6(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Parent consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a6(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 195.2 of the Guarantee Agreement dated as of even date herewith issued in favor of the Obligees, to the Process AgentCT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its agent for the purpose of accepting service of any process in the United States. The Company Parent agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 6 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company Parent in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company Parent hereby irrevocably appoints the Process Agent CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO PARENT HEREBY WAIVE WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS ACCESSION AGREEMENT, THE NOTE PURCHASE AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the NotesBonds. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Bonds in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note Bond to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Bonds may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES BONDS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, SOUTHERN INDIANA GAS AND ELECTRIC COMPANY By /s/ Xxxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxxx X. Xxxxxxx Title: Vice President and Treasurer This Agreement is hereby accepted and agreed to as of the date hereof. COBANK, ACB By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Assistant Corporate Secretary This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: NYL Investors LLC, its Investment Manager By /s/ Xxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By /s/ Xxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By: NYL Investors LLC, its Investment Manager By /s/ Xxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By /s/ Xxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By /s/ Xxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30D) By: NYL Investors LLC, its Investment Manager By /s/ Xxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxx Title: Senior Director This Agreement is hereby accepted and agreed to as of the date hereof. STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY By /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional By /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Investment Professional STATE FARM FIRE AND CASUALTY COMPANY By /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Investment Professional By /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Investment Professional STATE FARM INSURANCE COMPANIES EMPLOYEE RETIREMENT TRUST By /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Authorized Signer By /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Authorized Signer This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXX ARIZONA REINSURANCE TERM COMPANY BY: PGIM, INC. AS INVESTMENT MANAGER By /s/ Xx Xxxxxx VICE PRESIDENT PRIVATE PLACEMENT TRUST INVESTORS, LLC BY: PGIM PRIVATE PLACEMENT INVESTORS, INC., AS ITS GENERAL PARTNER BY: PGIM PRIVATE PLACEMENT INVESTORS, INC., AS ITS GENERAL PARTNER By /s/ Xx Xxxxxx VICE PRESIDENT PRUCO LIFE INSURANCE COMPANY BY: PGIM, INC. AS INVESTMENT MANAGER By /s/ Xx Xxxxxx VICE PRESIDENT THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD. BY: PGIM JAPAN CO., LTD., AS INVESTMENT MANAGER BY: PGIM, INC., AS SUB-ADVISER By /s/ Xx Xxxxxx VICE PRESIDENT This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN GENERAL LIFE INSURANCE COMPANY By: Blackstone Liquid Credit Advisors I LLC, pursuant to the powers of attorney now and hereafter granted to it By /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory This Agreement is hereby accepted and agreed to as of the date hereof. TRANSAMERICA LIFE INSURANCE COMPANY BY: AEGON USA Investment Management, LLC, its investment manager By /s/ Xxxxxxxxxxx X. Xxxxxx Xxxxxxxxxxx X. Xxxxxx Vice President This Agreement is hereby accepted and agreed to as of the date hereof. COUNTRY LIFE INSURANCE COMPANY COUNTRY MUTUAL INSURANCE COMPANY By /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx – Fixed Income Director This Agreement is hereby accepted and agreed to as of the date hereof. AMERICAN FAMILY LIFE INSURANCE COMPANY By /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Director Private Markets This Agreement is hereby accepted and agreed to as of the date hereof. SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY By /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx, Senior Portfolio Manager This Agreement is hereby accepted and agreed to as of the date hereof. UNITED FARM FAMILY LIFE INSURANCE COMPANY By /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Portfolio Manager SCHEDULE A DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agreesand the REIT agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.. ‑45‑ American Assets Trust, L.P. Note Purchase Agreement (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. * * * * * ‑46‑ American Assets Trust, L.P. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, AMERICAN ASSETS TRUST, L.P. By: AMERICAN ASSETS TRUST, INC., its General Partner By: /s/ ERNEXX XXXX Name: Ernexx Xxxx Title: President and Chief Executive Officer By: /s/ ROBEXX X. XXXXXX Name: Robexx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer AMERICAN ASSETS TRUST, INC. By: /s/ ERNEXX XXXX Name: Ernexx Xxxx Title: President and Chief Executive Officer By: /s/ ROBEXX X. XXXXXX Name: Robexx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer ‑47‑ American Assets Trust, L.P. Note Purchase Agreement This Agreement if hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ NEW YORK LIFE INSURANCE COMPANY NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ NYL INVESTORS LLC The Bank of New York Mellon, a banking corporation organized under the laws of New York, not in its individual capacity but solely as Trustee under that certain Trust Agreement dated as of July 1st, 2015 between New York Life Insurance Company, as Grantor, John Xxxcxxx Xxxe Insurance Company (U.S.A.), as Beneficiary, John Xxxcxxx Xxxe Insurance Company of New York, as Beneficiary, and The Bank of New York Mellon, as Trustee By: New York Life Insurance Company, its attorney‑in‑fact By: /s/ NEW YORK LIFE INSURANCE COMPANY COMPSOURCE MUTUTAL INSURANCE COMPANY By: NYL Investors LLC, its Investment Manager By: /s/ NYL INVESTORS LLC ‑48‑ American Assets Trust, L.P. Note Purchase Agreement This Agreement if hereby accepted and agreed to as of the date hereof. THRIVENT FINANCIAL FOR LUTHERANS By: /s/ THRIVENT FINANCIAL FOR LUTHERANS ‑49‑ Defined Terms As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the NotesSenior Note Documents. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.. This Agreement is hereby accepted and agreed to as of the date hereof. Catastrophe Reinsurance Company By: BlackRock Financial Management, Inc., as investment manager By: _________________________________ Name: Xxxxxx Xxxxxxxxx Title: Managing Director Xxxxxxxx Property & Casualty Insurance Company By: BlackRock Financial Management, Inc., as investment manager By: _________________________________ Name: Xxxxxx Xxxxxxxxx Title: Managing Director United Services Automobile Association By: BlackRock Financial Management, Inc., as investment manager By: _________________________________ Name: Xxxxxx Xxxxxxxxx Title: Managing Director USAA Casualty Insurance Company By: BlackRock Financial Management, Inc., as investment manager By: _________________________________ Name: Xxxxxx Xxxxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. USAA General Indemnity Company By: BlackRock Financial Management, Inc., as investment manager By: _________________________________ Name: Xxxxxx Xxxxxxxxx Title: Managing Director USAA Life Insurance Company of New York By: BlackRock Financial Management, Inc., as investment manager By: _________________________________ Name: Xxxxxx Xxxxxxxxx Title: Managing Director USAA Life Insurance Company By: BlackRock Financial Management, Inc., as investment manager By: _________________________________ Name: Xxxxxx Xxxxxxxxx Title: Managing Director As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement Agreement, any Supplement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18(4) or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, any Supplement, the Notes or any other document executed in connection herewith or therewith. The execution hereof by the Purchasers shall constitute a contract among the Company hereby irrevocably appoints and the Process Agent to receive Purchasers for itthe uses and purposes hereinabove set forth. Very truly yours, and on its behalfXXXXXXX-XXXXXX INTERNATIONAL INC. By___________________________________ Name:______________________________ Title:_______________________________ Accepted as of the date first written above. [VARIATION] As used herein, service of process the following terms have the respective meanings set forth below or set forth in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it as specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a18.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a18.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 17 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 18.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Aimco REIT Sub, LLC, a Delaware limited liability company, as the Company By: Title [Signature Page to Mezzanine Note Agreement] This Agreement is hereby irrevocably appoints accepted and agreed to as of the Process date hereof. AIMCO Properties, L.P., a Delaware limited partnership, as a Purchaser By: AIMCO-GP, Inc., a Delaware corporation, its general partner By: Title AIMCO/Bethesda Holdings, Inc., a Delaware corporation, as a Purchaser By: Title AIMCO Properties, L.P., a Delaware limited partnership, as the Collateral Agent By: AIMCO-GP, Inc., a Delaware corporation, its general partner By: Title [Signature Page to receive for itMezzanine Note Agreement] As used herein, and on its behalf, service of process the following terms have the respective meanings set forth below or set forth in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each party hereto irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company each party hereto irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each party hereto agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a18.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company Each party hereto consents to process being served by or on behalf of any holder of a Note other party in any suit, action or proceeding of the nature referred to in Section 23.8(a18.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 14 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company Each party hereto agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 18.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes hereto may have to bring proceedings against the Company any other party hereto in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable lawLaw, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable lawLaw, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Secured Party in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, to Xxxxxx, Xxxxxx & Xxxxxxxx LLP, as its agent for the purpose of accepting service of any process in the United States at 1133 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000 or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process Agent, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable lawLaw, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 24.8 shall affect the right of any holder of a Note Secured Party to serve process in any manner permitted by lawLaw, or limit any right that the holders of any of the Notes Secured Parties may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent Xxxxxx, Xxxxxx & Xxxxxxxx LLP to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Littelfuse, Inc. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: VP, Corporate Development & Treasurer Littelfuse, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. VOYA INSURANCE AND ANNUITY COMPANY VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY RELIASTAR LIFE INSURANCE COMPANY RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK By: Voya Investment Management LLC, as Agent By: /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: Managing Director XXX 2013-1 LLC AETNA 401(K) MASTER TRUST UNITED TECHNOLOGIES CORPORATION EMPLOYEE SAVINGS PLAN MASTER TRUST IBM PERSONAL PENSION PLAN TRUST By: Voya Investment Management Co. LLC, as Agent By: /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: Managing Director NN LIFE INSURANCE COMPANY LTD. By: Voya Investment Management LLC, as Attorney in fact By: /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: Managing Director Littelfuse, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: Northwestern Mutual Investment Management Company, LLC, its investment adviser By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY for its Group Annuity Separate Account By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Its: Authorized Representative Littelfuse, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. XXXXXXX NATIONAL LIFE INSURANCE COMPANY By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President XXXXXXX NATIONAL LIFE INSURANCE COMPANY OF NEW YORK By: PPM America, Inc., as attorney in fact, on behalf of Xxxxxxx National Life Insurance Company of New York By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President Littelfuse, Inc. Note Purchase Agreement This Agreement is hereby irrevocably appoints accepted and agreed to as of the Process Agent date hereof. GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Vice President, Investments By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Assistant Vice President, Investments Littelfuse, Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to receive for itas of the date hereof. COMPANION LIFE INSURANCE COMPANY By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: An Authorized Signer Littelfuse, Inc. Note Purchase Agreement This Agreement is hereby accepted and on its behalfagreed to as of the date hereof. MODERN WOODMEN OF AMERICA By: /s/ W. Xxxxx Xxxxxx Name: W. Xxxxx Xxxxxx Title: President & CEO Littelfuse, service Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENTdate hereof. AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: VP Investments Littelfuse, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Portfolio Manager

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered or certified or priority mail, return receipt requested (or any substantially similar form of mail) postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process AgentWaste Connections US, Inc., a Delaware corporation, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.. Waste Connections, Inc. Note Purchase Agreement (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent to receive for it, and on its behalf, service of process Notes or any other document executed in the United Statesconnection herewith or therewith. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent to receive for it, and on its behalf, service of process Notes or any other document executed in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.connection herewith or therewith. * * * * * -44-

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a23.7(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 (Notices) or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 23.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent Notes or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to receive for itthe Company, whereupon this Agreement shall become a binding agreement between you and on its behalf, service of process in the United StatesCompany. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Financing Agreements or the Notes2011 Series A Bonds. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agreeshereby irrevocably appoints CT Corporation System, with offices as of the date of this Agreement at 000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent for service of process in relation to the fullest extent permitted by applicable lawany action, that a final judgment in any suit, action suit or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) 20.8(a). The Company consents to process being served by or on behalf of any holder of a Note in 2011 Series A Bond with respect to any suitsuch any action, action suit or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in requested to CT Corporation System at the manner for delivery of notices specified in Section 19, to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statesaddress noted above. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. The Company further agrees that any failure of CT Corporation System to give notice to the Company of any such service shall not impair or affect the validity of such service of any judgment rendered in any such action, suit or proceeding. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (dc) Nothing in this Section 23.8 20.8 shall affect the right of any holder of a Note 2011 Series A Bond to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes 2011 Series A Bonds may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (ed) The Parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the 2011 Series A Bonds or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, Chugach Electric Association, Inc. By /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Sr. Vice President and Chief Financial Officer New York Life Insurance Company hereby irrevocably appoints By /s/ Xxxxxxx X. Xxxxxx, XX Name: Xxxxxxx X. Xxxxxx, XX Title: Corporate Vice President New York Life Insurance and Annuity Corporation By New York Life Investment Management LLC, its Investment Manager By /s/ Xxxxxxx X. Xxxxxx, XX Name: Xxxxxxx X. Xxxxxx, XX Title: Director New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 30C) By New York Life Investment Management LLC, its Investment Manager By /s/ Xxxxxxx X. Xxxxxx, XX Name: Xxxxxxx X. Xxxxxx, XX Title: Director Accepted as of the Process date first written above. New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 30E) By New York Life Investment Management LLC, its Investment Manager By /s/ Xxxxxxx X.Xxxxxx, XX Name: Xxxxxxx X.Xxxxxx, XX Title: Director Accepted as of the date first written above. Allstate Life Insurance Company By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx By /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Authorized Signatories Accepted as of the date first written above. Knights of Columbus By /s/ Xxxxxx X. Xxxxx Name: Title: Accepted as of the date first written above. ING Life Insurance and Annuity Company ING USA Annuity and Life Insurance Company Reliastar Life Insurance Company Reliastar Life Insurance Company of New York By: ING Investment Management LLC, as Agent By /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: Senior Vice President Accepted as of the date first written above. Aviva Life and Annuity Company By: Aviva Investors North America, Inc., Its authorized attorney-in-fact By /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: VP-Private Fixed Income Accepted as of the date first written above. The Lincoln National Life Insurance Company By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President First Penn-Pacific Life Insurance Company By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President Accepted as of the date first written above. Massachusetts Mutual Life Insurance Company By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Managing Director C.M. Life Insurance Company By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Managing Director Accepted as of the date first written above. American United Life Insurance Company By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President, Fixed Income Securities The State Life Insurance Company By: American United Life Insurance Company Its: Agent By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President, Fixed Income Securities Pioneer Mutual Life Insurance Company By: American United Life Insurance Company Its: Agent By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President, Fixed Income Securities Accepted as of the date first written above. Equitrust Life Insurance Company By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President Farm Bureau Life Insurance Company By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President Accepted as of the date first written above. Country Life Insurance Company By /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director – Fixed Income Cotton States Life Insurance Company By /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director – Fixed Income Accepted as of the date first written above. Phoenix Life Insurance Company By /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Executive Vice President PHL Variable Insurance Company By /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Executive Vice President Accepted as of the date first written above. National Mutual Benefit By: Prime Advisors, Inc., its Attorney-in-Fact By /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President Name of and Address of Purchaser Principal Amount of Tranche A Bonds to receive for itBe Purchased Principal Amount of Tranche B Bonds to Be Purchased New York Life Insurance Company c/o New York Life Investment Management LLC 00 Xxxxxxx Xxxxxx 0xx Xxxxx, Xxxx 000 Xxx Xxxx, Xxx Xxxx 00000 Attention: FixedIncome Investors Group, Private Finance, 2nd Floor Fax Number: (000) 000-0000 $ 27,800,000 $ 0 All payments by wire or intrabank transfer of immediately available funds to: JPMorgan Chase Bank New York, New York 10019 ABA #000-000-000 Credit: New York Life Insurance Company General Account No. 000-0-00000 With sufficient information (including issuer, PPN number, interest rate, maturity and on its behalfwhether payment is of principal, service premium, or interest) to identify the source and application of process in the United Statessuch funds. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process AgentCT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its agent for the purpose of accepting service of any process in the United States. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Collateral Documents, the Subsidiary Guaranty or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, consents to the fullest extent permitted process being served by applicable law, that a final judgment or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered or certified mail (or priority any substantially similar form of mail), postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (dc) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (fd) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the NotesBonds. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.6(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Bonds in any suit, action or proceeding of the nature referred to in Section 23.8(a22.6(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.6 shall affect the right of any holder of a Note Bond to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Bonds may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent Bonds or any other document executed in connection herewith or therewith. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to receive for itthe Company, whereupon this Agreement shall become a binding agreement between you and on the Company. Very truly yours, SOUTHWESTERN PUBLIC SERVICE COMPANY By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President, Treasurer This Agreement is hereby accepted and agreed to as of the date hereof. By: Northwestern Mutual Investment Management Company, LLC, its behalfinvestment adviser By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Head of Private Placements By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Head of Private Placements This Agreement is hereby accepted and agreed to as of the date hereof. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. By /s/ Xxxx X’Xxxxxxx Name: Xxxx X’Xxxxxxx Title: COO, service of process Insurance Business By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: VP, Insurance Investments SCHEDULE A DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.Section hereof following such term:

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Notes or the Notesany other Financing Agreement. To the fullest extent permitted by applicable law, the Company each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Obligor agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.. UTi Worldwide Inc. Note Purchase Agreement (c) The Company Each Obligor consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature referred to in Section 23.8(a24.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19, to the Process AgentCorporation Service Company, as its agent for the purpose of accepting service of any process in the United States. The Company Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder under this Section 24.8 shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 24.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company an Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company Each Obligor hereby irrevocably appoints the Process Agent Corporation Service Company to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENTThe Parties hereto hereby waive trial by jury in any action brought on or with respect to this agreement, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITHthe notes or any other document executed in connection herewith or therewith.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company Parent Guarantor and the Company, each for itself, irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company Parent Guarantor and the Company, each for itself, irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.. Agree Limited Partnership Note Purchase Agreement (c) The Company Parent Guarantor and the Company, each for itself, consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.7(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company Parent Guarantor and the Company, each for itself, agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Parent Guarantor or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company parties hereto hereby irrevocably appoints waive trial by jury in any action brought on or with respect to this Agreement, the Process Agent Notes or any other document executed in connection herewith or therewith. Agree Limited Partnership Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to receive for itthe Company, whereupon this Agreement shall become a binding agreement between and on its behalfamong you, service the Parent Guarantor and the Company. Very truly yours, Agree Limited Partnership, a Delaware limited partnership By Name: Title: Agree Realty Corporation, a Maryland corporation By Name: Title: Agree Limited Partnership Note Purchase Agreement This Agreement is hereby accepted and agreed to as of process in the United States. date thereof. [Purchasers] By Name: Title: Name and Address of Purchaser Principal Amount of Notes to be Purchased (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.to Note Purchase Agreement)

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the NotesMRP Shares. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.. Xxxxx Xxxxxxxx Energy Infrastructure Fund, Inc. Securities Exchange Agreement (c) The Company consents to process being served by or on behalf of any holder of a Note MRP Shares in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered registered, certified priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Company hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment. (c) The Company consents to process being served by or on behalf of any holder of a Note Notes in any suit, action or proceeding of the nature referred to in Section 23.8(a22.8(a) by mailing a copy thereof by registered registered, certified, priority or certified express mail (or priority any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices to it at its address specified in Section 19, 18 or at such other address of which such holder shall then have been notified pursuant to the Process Agent, as its agent for the purpose of accepting service of any process in the United Statessaid Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (d) Nothing in this Section 23.8 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may Public Service Company of New Mexico Note Purchase Agreement have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith. Public Service Company of New Mexico Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, By /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Senior Vice President, Chief Financial Officer and Treasurer Public Service Company of New Mexico Note Purchase Agreement This Agreement is hereby irrevocably appoints accepted and agreed to as of the Process date hereof. CoBANK, ACB By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Assistant Corporate Secretary This Agreement is hereby accepted and agreed to as of the date hereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By Northwestern Mutual Investment Management Company, LLC, its investment adviser By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director This Agreement is hereby accepted and agreed to as of the date hereof. HEALTH OPTIONS, INC. By PGIM Private Placement Investors, L.P. (as Investment Advisor) By PGIM Private Placement Investors, Inc. (as its General Partner) By /s/ Xx Xxxxxx Xx Xxxxxx Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By PGIM, Inc., as investment manager By /s/ Xx Xxxxxx Xx Xxxxxx Vice President This Agreement is hereby accepted and agreed to as of the date hereof. STATE FARM LIFE INSURANCE COMPANY By /s/ Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx Title: Investment Professional By /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Title: Investment Professional STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY By /s/ Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx Title: Investment Professional By /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Title: Investment Professional STATE FARM INSURANCE COMPANIES EMPLOYEE RETIREMENT TRUST By /s/ Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx Title: Authorized Signer By /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Title: Authorized Signer This Agreement is hereby accepted and agreed to as of the date hereof. MUTUAL OF OMAHA INSURANCE COMPANY By /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Title: Head of Private Placements UNITED OF OMAHA LIFE INSURANCE COMPANY By /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Title: Head of Private Placements This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By Cigna Investments, Inc. (authorized agent) By /s/ Xxxxxxxxxxx X. Xxxxxx Xxxxxxxxxxx X. Xxxxxx Title: Managing Counsel This Agreement is hereby accepted and agreed to as of the date hereof. COUNTRY LIFE INSURANCE COMPANY By /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Title: Director - Fixed Income COUNTRY MUTUAL INSURANCE COMPANY By /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Title: Director - Fixed Income This Agreement is hereby accepted and agreed to as of the date hereof. FIRST UNUM LIFE INSURANCE COMPANY By: Provident Investment Management, LLC Its: Agent By /s/ Xxx Xxxxx Xxx Xxxxx Title: Vice President, Senior Managing Director This Agreement is hereby accepted and agreed to receive for it, and on its behalf, service as of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.date hereof. ASSURITY LIFE INSURANCE COMPANY By /s/ Xxxxxx Xxxxx Xxxxxx Xxxxx Title: Senior Director - Investments